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“Friends are such an important part of life.” In a show full of slippery characters, Varys the spymaster is practically a walking vat of olive oil. So when he delivers this line, early in the episode, to Tyrion — who’s surprised to find him in his quarters, yukking it up with Shae — you know the eunuch hasn’t just dropped by for a neighborly chat about the delights of fish pies. He’s delivering a warning and, to Tyrion’s mind, a threat.

He’s also providing a good tagline (as if the show needed another) for Game of Thrones as a whole. The show has already established that friendship is a dangerous business: witness what happened to poor Ned Stark when he agreed to help his buddy Robert run the Seven Kingdoms. In last night’s episode, Janos Slynt, commander of the City Watch, learned the hard way that powerful friends and a dollar-fifty will buy you a Coke in Westeros, as Tyrion strips him of his title and sends him to the Wall for his role in the slaughter that capped episode one (and for generally being bad news for former Hands of the King).

At the same time, there are some friendships that the show seems to be asking us to put our faith in. For Arya, on the march with Yoren and the Night’s Watch recruits, friendship is a luxury she can hardly afford. Maintaining her disguise as Arry-the-boy (nope, no Stark child here, move right along) means keeping her distance from the rest of the crew, as the episode’s opening shot of her crouching, warily, for a pee makes clear. But the rules of popular narrative dictate that a spunky-kid character like her can only go so long without another character to banter with, and GoT obliges by having her bond with Gendry. (The episode also teases a possible friendship with the Yoda-ish Jaqen, one of the caged prisoners traveling with the recruits.)

Joe Dempsie as Gendry and Maisie Williams as Arya (who does some really lovely, unshowy acting in this episode) have an easy, siblinglike rapport, which is a welcome relief in a show that delights in watching people be cruel to each other — especially since Arya is one of the few characters in Game of Thrones that’s easy to root for wholeheartedly. They make a nice parallel to the odd couple Jon and Sam, who are still at creepy Craster’s homestead, trying to figure out how to maneuver around the old man’s daughter-wives.

Meanwhile, Theon — whose primary role thus far has been as Robb Stark’s sidekick — gets a meaty subplot all his own, as he travels home to the Iron Islands to recruit his father, Balon Greyjoy, to join Robb’s cause. It’s poignant that Theon gets his inheritance story line an episode after everyone else did. In a world where parentage means everything, Theon’s always been a bit out of place: neither a son nor a brother, he fell somewhere between a guest and a hostage at Winterfell.

Now, returning to his homeland after nineyears away — half a lifetime — he imagines he’s finally about to get his big, glamorous starring role as the triumphant heir, and his hunger for that attention makes him both cruel and ridiculous. Sailing toward home, high on his own self-regard, he’s rough and patronizing with the awkward ship captain’s daughter who’s besotted with him. “Try smiling with your lips closed,” he tells her as she sits before him, stark naked, like an extra who wandered in from some porn version of Oliver Twist. (Oliver Fist? All-of-Her Tits?)

Theon gets his comeuppance when he, in turn, is sexually shamed by his sister. Yes, the cocky girl who collects him upon his arrival, whose pants he arrogantly thrusts his grubby little hands into, turns out to be his big sis Yara, who lets him grope for her fish pie in order to prove how clueless he is. (As a side note, GoT, I sincerely hope this is the last time you use incest as a shock tactic. We get it. Cersei, Jaime, Craster: they’re all gross.)

Yara is a successful and ruthless military commander, whose status as a woman — while it clearly didn’t help her, judging by the way Balon mocks Theon for being Ned Stark’s “daughter” and a “whore” — hasn’t hindered her success, to Theon’s shock and dismay. “She knows who she is,” Balon says of Yara — the implication being that Theon doesn’t, and therefore isn’t a man like his sister is.

Overall, I thought the Theon scenes were an example of character exposition done right: In a few broad strokes (maybe too broad, admittedly), we got a very clear picture of the culture of the Iron Islands, the Greyjoys’ family dynamics, and Theon’s emotional stakes.

There were several other key moments of character development in this episode. We saw more of the softer side of Cersei, as she sent a tender, semi-coded message to her brother Jaime, still being held prisoner by Robb Stark. (“If you speak with him, tell him he has not been forgotten.”) And despite her Marie Antoinette–like tendencies toward the common people of Westeros — who are not only bound to starve during the long winter ahead, but recently saw their children massacred by their own rulers — it was hard not to feel some sympathy for her in the scene with Tyrion, as it became clear that Joffrey ordered the slaughter, leaving her to take the public blame, and that she’s starting to crack under the strain of her responsibilities.

Meanwhile, we got a chilling glimpse of Littlefinger’s velvet-glove brand of brutality in his scene with Ros, who can’t stop weeping over Mhaegen’s dead baby. His shift from soothing to sinister, as he told Ros about another girl he acquired who proved a “bad investment,” was one of the scariest things I’ve seen on the show. It seemed like a real line in the sand for the character: after that moment, I’m going to have a hard time believing Littlefinger is anything but rotten at his core. It also helped highlight an important moment for Tyrion in the following scene. After he’s sent Janos Slynt packing, Tyrion asks Bronn if he would murder an infant on his orders without question. The look on Tyrion’s face when Bronn responds — “Without question? No. I’d ask how much.” — makes it clear that Tyrion still has a working ethical barometer: rusty, perhaps, but active nonetheless.

With a cast as broad as the one in Game of Thrones, some folks are bound to get short-shifted when it comes to character development. I’m curious to hear from other viewers: Can anyone who hasn’t read the books follow the Davos Seaworth subplot at all? (Even having read a number of them, I was like, “Wait, what was that about fingers again?”) For anyone similarly confused: Davos was a smuggler, and years ago, during the rebellion that put Robert on the throne (and booted Daenerys’s family out of Westeros), he helped sneak food supplies to Stannis’s besieged troops. Stannis knighted him for the trouble, but cut off several of his fingers as a punishment for his earlier crimes; Davos, oddly, reveres him for it.

Before we end for today, let’s talk about sex. There was a lot of it on display last night, even more so than usual (which is saying something). Was all of it worth it? The sexposition scene with the captain’s daughter made me incredibly uncomfortable: The girl seemed so exposed, so obviously exploited. But ultimately, I felt the graphic nature of the scene was justifiable. Her vulnerability, and Theon’s callousness with her, made an important point about Theon’s character — though the choice to let the camera linger on her seemed less than necessary. The scenes in Littlefinger’s brothel, on the other hand, seemed entirely gratuitous. It’s a brothel. We know what happens there. And did we really need to see him wipe the cum off one girl’s face before sending her off to another client? What are we supposed to learn from that moment — that sex involves a lot of stray fluids?

The worst use of sex last night, though, was the doofy scene between Stannis and Melisandre, in which she promises him a son and uptight Stannis takes her right then and there, on top of the map in his war room. I appreciated that they didn’t try to make it a particularly sexy scene — has an onscreen copulation ever looked more awkward? — but the symbolism was ridiculous. THEY ARE FUCKING THEIR WAY TO WORLD DOMINATION, PEOPLE. Just in case that was unclear.

See you back here next week. And remember: if the gods wanted us to have dignity, they wouldn't make us fart when we died.